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National Home Health accepts Angelo Gordon's new offer of $12.75, Premier no longer superior
By Lisa Kerner
Charlotte, N.C., June 4 - National Home Health Care Corp. and affiliates of Angelo Gordon & Co. amended their previously amended May plan of merger, increasing the merger consideration to $12.75 per share in cash.
In addition, Angelo Gordon consented to an additional payment of $0.10 per share in cash to all National Home Health shareholders other than the directors and officers as settlement for a class action suit, according to a company news release.
National Home Health's special committee recommended unanimously to the board that the terms of the amendment were at least as favorable to shareholders as the terms of the prior proposal from Premier Home Health Care Services, Inc. It was determined that Premier's May 24 proposal no longer constituted a superior proposal as defined in the Angelo Gordon agreement. The board of directors unanimously accepted the recommendation of its special committee.
The previously scheduled special meeting of National Home Health's stockholders has been adjourned and will be held on June 15, the company said.
Premier's last offer removed the $20 million additional cash requirement and reduced the break up fee to $1.25 million, from $2 million. Premier also provided National Home Health with a revised financing commitment.
On May 10, National Home Health entered into an amended plan of merger with Angelo Gordon that upped the offer price to $12.50 per share in cash from $11.50 per share and eliminated the $7.9 million minimum EBITDA condition.
National Home Health is a Scarsdale, N.Y., home health care and staffing services company.
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